Current Report Filing (8-k)
March 12 2018 - 8:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2018
Global Blood Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37539
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27-4825712
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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IRS Employer
Identification No.)
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171 Oyster Point Blvd., Suite 300
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South San Francisco, CA 94080
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(Address of principal executive offices)
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Registrants telephone number, including area code: (650)
741-7700
(Former name
or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On March 8, 2018, Global Blood Therapeutics, Inc. (the
Company
) entered into an underwriting agreement (the
Underwriting Agreement
) with Wells Fargo Securities, LLC, as representative of the several underwriters (the
Underwriters
), to issue and sell 4,000,000 shares of common stock of the Company (
Common Stock
) in an underwritten public offering pursuant to a Registration Statement on Form
S-3ASR
(File
No. 333-220127)
and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the
Offering
). In addition, the Underwriters were granted a 30-day option to purchase up to 600,000 additional shares of Common Stock (the
Option
). On March 9, 2018, the Underwriters exercised the
Option in full. The public offering price was $54.00 per share of Common Stock. The Company estimates that the gross proceeds from the Offering, including the shares to be sold pursuant to the Option, before deducting underwriting discounts and
commissions and estimated offering expenses payable by the Company, will be approximately $248.4 million. The Offering is expected to close on or about March 13, 2018.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A
copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in
its entirety by reference to such exhibit. A copy of the legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
On March 8, 2018, the Company issued a press release announcing the commencement of
the Offering. On March 8, 2018, the Company issued a press release announcing that it had priced the Offering. On March 12, 2018, the Company issued a press release announcing that the Underwriters exercised the Option in full. Copies of the
press releases are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form
8-K
and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: March 12, 2018
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GLOBAL BLOOD THERAPEUTICS, INC.
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By:
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/s/ Jeffrey Farrow
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Jeffrey Farrow
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Chief Financial Officer
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